cherokee_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
Cherokee Inc.
  
 
(Name of Issuer)
  
     
 
Common Stock
  
 
(Title of Class of Securities)
  
     
 
16444H102
  
 
(CUSIP Number)
  
     
 
May 16th, 2013
  
 
Date of Event Which Requires Filing of the Statement
  
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(b)

¨
Rule 13d-1(c)

¨
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
16444H102
13G
Page 2 of 6 Pages
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CLAYTON PARTNERS LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
(b) ¨
 
3.
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
 
425,451
 
6.
SHARED VOTING POWER
 
-0-
 
7.
SOLE DISPOSITIVE POWER
 
425,451
 
8.
 
SHARED DISPOSITIVE POWER
 
-0-
 

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
425,451
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.06%
 
12.
 
TYPE OF REPORTING PERSON
 
IA
 
 
 
 
 
16444H102
13G
Page 3 of 6 Pages
 
Item 1(a)
Name of Issuer
 
 
Cherokee Inc.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
 
Cherokee Inc.
5990 Sepulveda Boulevard
Sherman Oaks, CA 91411
   
Item 2(a)
Name of Person Filing
   
 
Clayton Partners LLC
   
Item 2(b)
Address of Principal Business Office
 
 
575 Market Street, Suite 1825
San Francisco, CA 94105
 
Item 2(c)
Citizenship
 
 
Delaware
   
Item 2(d)
Title of Class of Securities
 
 
Common Stock
   
Item 2(e)
CUSIP Number
 
 
16444H102
 
 
 
 
 
16444H102
13G
Page 4 of 6 Pages
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act;
       
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
       
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act;
       
 
(e)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
  
Item 4
Ownership
         
 
A.
  
         
   
(a)
425,451 Shares
       
   
(b)
5.06%
       
   
(c)
Number of shares as to which such person has:
       
     
(i)
sole power to vote or to direct the vote:  425,451 Shares
         
     
(ii)
shared power to vote or to direct the vote:  -0-
         
     
(iii)
sole power to dispose or to direct the disposition of:  425,451 Shares
         
     
(iv)
shared power to dispose or to direct the disposition of:  -0-
 
 
 
 
 
16444H102
13G
Page 5 of 6 Pages
 
Item 5
Ownership of Five Percent or Less of a Class
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person
   
   
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
   
   
Item 8
Identification and Classification of Members of the Group
   
   
Item 9
Notice of Dissolution of Group
   
   
Item 10
Certification
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
16444H102
13G
Page 6 of 6 Pages
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated this 16th day of May, 2013.
 
 
Clayton Partners, LLC
  
       
 
By:
/s/ Jason Stankowski
  
   
Jason Stankowski
  
   
Partner